Business Improvements Template

Business Improvements Agreement

Parties and Effective Date

This Business Improvements Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client desires to undertake business improvements, renovations, or repairs to the premises described above (the Work), and requires a contractor to perform such Work in accordance with the terms of this Agreement; and

WHEREAS, Contractor represents that it possesses the necessary experience, personnel, licenses, and equipment to perform the Work in a professional and workmanlike manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Contractor shall furnish all labor, materials, equipment, supervision, and services necessary to complete the improvements described below. The Work shall conform to the specifications and performance standards set forth in this Section and any attachments incorporated by reference.

Payment Terms

In consideration for Contractor's performance of the Work, Client shall pay Contractor the Total Contract Price and other amounts as provided in this Agreement. All payments shall be made in lawful funds to Contractor in accordance with the schedule below.

Unless otherwise agreed in writing, invoices issued by Contractor are due net days from invoice date. Client shall not withhold payment except for disputed items reasonably identified in writing and with a good faith basis.

Late payments shall incur a late fee of % per month on the unpaid balance, or the maximum permitted by law, whichever is less.

Changes; Change Orders

Any change to the Scope of Work, price, or schedule shall be authorized only by a written change order executed by both parties. Contractor shall not be required to perform work beyond the agreed Scope without a signed change order setting forth any price or schedule adjustments.

Term and Termination

The term of this Agreement commences on Start Date: and, unless earlier terminated, continues until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Client may also terminate for convenience upon providing written notice and payment for Work performed to date and all reasonable demobilization costs.

Confidentiality

Each party (the Receiving Party) shall treat as Confidential Information all non-public information disclosed by the other party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential. The Receiving Party shall not disclose Confidential Information except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (i) is or becomes publicly available through no act of the Receiving Party, (ii) was rightfully in the Receiving Party's possession prior to disclosure, (iii) is lawfully obtained from a third party without breach, or (iv) is independently developed without use of Confidential Information. Remedies for breach include injunctive relief in addition to monetary damages.

Insurance and Indemnity (Summary)

Contractor shall maintain insurance customary for the trade and adequate to cover the Work, including commercial general liability and workers' compensation where required by law. Contractor shall indemnify and hold harmless Client from liabilities arising from Contractor's negligent acts or omissions in performing the Work, subject to any limitations agreed in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict-of-law principles. The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration or litigation as selected by the Client, subject to mandatory injunctive relief available through courts.

Representations and Warranties

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Contractor warrants that the Work will be performed in a professional manner in accordance with industry standards for a period of months from completion, subject to normal wear and tear and Client's compliance with maintenance recommendations.

Entire Agreement; Severability

This Agreement, including all exhibits and written change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Notice is effective upon receipt.

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